| Dear Members,
The Board of directors have pleasure in presenting their Annual report
on the business and operations of the Company along with the Audited
Balance Sheet and Profit & Loss Accounts for the year ended 31st March,
2014.
1. FINANCIAL RESULTS:
Financial Results of the company for the year under review along with
the comparative figures for previous year are as follows:
Year ended
31st March 2014 31st March 2013
Total sales/Income from operations 19,31,32,711.00 18,85,01,858.00
Expenditure 19,23,77,893.00 18,77,77,841.00
Profit (Loss) before Tax 7,54,817.00 7,24,017.00
Extra Ordinary Items 0.00 0.00
Less: Income Tax (Earlier years) 14,871.00 (87,368.00)
Income Tax Current Year 1,44,000.00 1,33,948.00
Deferred Tax (23,44,995.00) (55,154.00)
Profit (Loss) for the period from
continuing operations (17,49,048.00) 6,22,283.00
2. DIVIDEND:
Due to accumulated losses your Directors expresses their unwillingness
to recommend any dividend for this year.
3. REVIEW ON OPERATIONS:
Your Director Report that during the year under review your Company has
achieve the total turnover of Rs. 19.31 Crores as Compare to the
Previous year 18.85 Crores, Your director is focusing the expansion of
the market of the products of the your Company, During the year Company
has focused on the advertisement of the Company core product Panjon &
Swad and as a Result of which company was able to Increase the sales.
Your Directors are focusing on promoting the brands of the Company
Panjon & SWAD so that the Goodwill earned by this brand may be used in
Increasing the sales of the Company and thereby the profits of the
Company. Your directors look forward for better working results in the
years to come.
4. ENVIRONMENTS, SAFETY AND ENERGY CONSERVATION:
The company is taking the steps for the environment safety and the
energy conservatism. Your company has recorded further reduction in
specific energy consumption over the previous year, through
productivity improvements, induction of innovative energy-efficient
process technologies and recycling/reuse of energy stream where
feasible.
To conserve ground water, your company has embarked on rainwater
harvesting projects at the manufacturing site and greening of barren
land around factory. Further a comprehensive health check of all its
employees.
5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has reasonably system of internal control comparing
authority levels and the powers, supervision, checks, policies and the
procedures. The company has constituted the Audit Committee under the
Chairmanship of Shri Amit Mehta. The said Committee reviews the
adequacy of internal controls systems and the Compliance thereof.
Further the annual financial statement of the company are reviewed and
approved by the committee and placed before the Board for the
consideration. The Committee also reviewed the internal controls system
during the year.
6. SHARE CAPITAL & LISTING:
The Company has applied for listing of the 10,00,000 equity shares of
Rs. 10/- each issued on preferential basis on 1st June 2002 and
5,00,000 shares further issued at premium of Rs. 1/- each on
preferential basis on 7th Feb. 2005. Necessary approval from the Stock
Exchange Mumbai is awaited.
During the year Company has taken effective steps for getting the above
preferential allotment listed on the Mumbai Stock Exchange.
The Company's Existing Equity Shares before preferential allotment are
listed with the Stock Exchange, (Mumbai).
The Equity Shares of the Company may also be kept in the electronic
form as your company has connectivity from the Central Depository
Services Ltd. (CDSL) and National Security Depository Services Limited
(NSDL).
The trading of the Equity Shares of the Company has been suspended by
the BSE w.e.f. 20th September 2006. The Company is making all the
efforts to revocation of the suspension in order to regularize the
trading in the shares of the company in the best interest of the
investors. The company has also got the order of High court passing
scheme of arrangement.
Pursuant to the Order passed by the High Court Indore of Madhya
Pradesh, regarding scheme of arrangement filed by the company for
reconstruction/restructuring of capital between company and its
shareholder, The Company has reduced 49,82,600 equity shares
surrendered by the shareholders of the company and allotted 1,00,00,000
equity shares to promoters and strategic investors as per the scheme of
arrangement approved by the High Court Indore (M.P.).
7. DIRECTORS:
The Board consists of executive and non-executive directors including
independent directors who have wide and varied experience in different
disciplines of corporate functioning. Mr. Amit Mangalchand Mehta
(holding DIN 02610151), Mr. Sajjan Kothari(holding DIN 00618999)
directors of the Company will retire at the forthcoming Annual General
Meeting and being eligible, offers themselves for re-appointment.
Further Mr. Prakash Doshi, Mr. Bijay Singh Thakur, and Mrs. Anjali
Shukla as an Independent Director.
8. AUDITORS' AND THEIR REPORT:
Your Directors Comments on the Auditor Report is as follows:
1. Your Management is taking the Best possible steps for proper
maintenance of the records of the Inventories and also ensure to
physically verifying the Inventories of the Company. Company is trying
to implement such systems for maintenance of the records and try to
regularize the same in future.
2. Due to shortage of the working Capital your Company was not regular
in depositing with the appropriate authorities undisputed statutory
dues including provident fund, However Management has made provision
for the same and ensure to deposit the statutory dues within the time
in future. And other remarks of the Auditor in their report and the
notes forming part of the Accounts are self explanatory and need no
comments.
3. M/s. Trilok Jain & Co., has to vacate their office at the conclusion
of the ensuing Annual General Meeting, Company has received Complaints
from the shareholders regarding appointment of some other Auditor in
his place as He is Auditor of the Company for more than five years. The
Audit Committee has in their meeting recommended the appointment of M/s
B. M. CHATRATH & CO., Charted Accountant, (Firm Registration No.
301011E) being eligible offer themselves for appointment till the
conclusion of the Sixth Annual General Meeting, be appointed as per the
provision of Section 139 (2) of Companies Act, 2013.
4. The Company has received letters from them to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141 (3)(g) of the Companies Act, 2013 and that they are not
disqualified for re-appointment along with certificate of their
eligibility and consent, under Section 139(2) of the Companies Act,
2013 and the Rules framed there under.
9. DEPOSITS:
Your Company has not accepted within the meaning of the provisions of
section 58A of the Companies Act, 1956. There was no overdue/unclaimed
deposit as at the date of the Balance Sheet.
10. MANAGEMENT DISCUSSIONS AND ANALYSIS
A separate report on Management Discussion and analysis is annexed to
this report.
11. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of section of 217(2AA) of the
Companies Act, 1956,your directors state that:
(I) In the preparation of accounts, the applicable accounting standards
have been followed.
(II) Accounting policies selected were applied consistently. Reasonable
and prudent judgments and estimates were made so as to give a true and
fair view of the state of affairs of the company as at the end of March
31, 2014 and the profit of the company for the year ended on that date.
(III) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting frauds and other irregularities.
(IV) The annual accounts of the company have been prepared on the going
concern basis.
12. CORPORATE GOVERNANCE:
Corporate governance assumes a great deal of importance in the business
life of the company. The driving forces of the corporate governance at
company are its core values, belief in people, entrepreneurship,
customer's orientations and the Pursuit of Excellence. The company's
goal is to find creative and productive ways of delighting its
stakeholders, i.e., investors, customers and associates, while
fulfilling the role of a responsible corporate representative committed
to the best practices.
13. PERSONNEL:
The Company continued to have cordial relations with its employees
during the year under review.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
Information as required under section 217(1)(e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988 is enclosed herewith:
15. ACKNOWLEDGEMENTS:
Your directors wish to place on record their sincere appreciation and
acknowledge with gratitude for the assistance, cooperation and
encouragement by valued customers, suppliers, bankers, shareholders and
employees of the company and look forward for their continued support.
By Order of the Board
PANJON LIMITED
sd/-
NAGIN KOTHARI JAY KOTHARI
Whole Time Director MANAGING DIRECTOR
Place : Indore DIN : 00567435 DIN : 00572543
Date : 22.09.2014 |